Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 3, 2025, RTX Corporation (“RTX” or the “Company”) announced that Gregory J.…
Filed Feb 3, 2025Accepted Feb 3, 2025, 7:45 AM ESTCIK 101829Accession 0001140361-25-002798
With more than 180,000 global employees, we push the limits of technology and science to redefine how we connect and protect our world. With industry-leading capabilities, we advance aviation, engineer integrated defense systems for operational success, and develop next-generation technology solutions and manufacturing to help global customers address their most critical challenges. The company, with 2025 sales of more than $88 billion, is headquartered in Arlington, Virginia.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 3, 2025, RTX Corporation (“RTX” or the “Company”) announced that Gregory J. Hayes, RTX’s current Executive Chairman, has informed the Board of
Directors of his intention to not stand for re-election and to step down as Executive Chairman and as a member of the Board, effective April 30, 2025. Mr. Hayes has agreed to remain an employee of the Company in a non-executive officer capacity
in the position of Special Advisor to the Chief Executive Officer through January 2, 2026. On January 31, 2025, the Board elected President and Chief Executive Officer, Christopher T. Calio, to serve as Chairman, President & Chief Executive
Officer, effective April 30, 2025.
Following the recommendation of the Human Capital & Compensation Committee, on February 2, 2025, the Board approved the following compensation and
benefits for Mr. Hayes for his service as Special Advisor to the Chief Executive Officer, effective, April 30, 2025:
Continuation of his annual base salary of $1,100,000.
Mr. Hayes will not be eligible for an annual incentive for the 2025 plan year and will not be granted any additional equity or long-term incentive awards in 2025. While he
remains an employee, he will continue to vest in outstanding long-term incentive awards in accordance with their existing terms.
Continued participation as an employee in the retirement, health, disability and life insurance benefit plans and programs in which he is currently a participant.
Eligible for an annual executive physical and financial planning while he remains an employee of the Company.
Effective April 30, 2025, Mr. Hayes will no longer be eligible for Executive Chair-specific perquisites, including the personal use of the corporate aircraft, home security
system installation, monitoring and maintenance, and use of Company-provided car and driver.
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A copy of the press release announcing these actions is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Filed exhibits (1)
EX-99.1 (by filename) ef20042756_ex99-1.htm
EX-99.1
2
ef20042756_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
RTX Board Elects Christopher T. Calio as Chairman
Gregory J. Hayes to Serve as Special Advisor
Arlington, VA, February 3, 2025 - The RTX Corporation (NYSE: RTX) Board of Directors has elected President and Chief Executive Officer, Christopher T. Calio, as Chairman
of the Board, effective April 30, 2025.
This action follows notice to the Board by Gregory J. Hayes, RTX Executive Chairman, of his decision to step down as Executive Chairman and as a member of the Board prior
to the company’s 2025 annual meeting.
Mr. Hayes has served as Executive Chairman of the Board since May 2024. Prior to that, he
served as President and CEO of RTX, following the 2020 merger of Raytheon Company and United Technologies, where he was Chairman and CEO.
“Greg has led RTX since the company’s inception and through significant aerospace
and defense industry change,” said Fred Reynolds, RTX Lead Director. “Greg’s extraordinary visionary leadership over the past 35 years has created tremendous value for employees, customers, partners and investors, and his steady guidance has
steered a successful leadership transition that positions the comp…
